When Darkness Falls
by Just Another Fanatic
Summary: WITCH Winx XMen:Evo. A new shadow evil has risen in Meridian and Elyon's power has disappeared. Things aren't looking too good, when half the Winx club shows followed by 5 XMen. With the combined powers and minds, the 3 teams have to save Meridian.
1. A MisTeleportation

**Okay, this is my first crossover fic, so we'll see how it turns out. First things first...**

**Disclaimer: I do not own W.I.T.C.H., Winx Club, X-Men, or anything associated with them. In fact, about the only thing I do own is this computer, a television set, 5 seasons of Smallville, a diamond necklace, and a platimun ring with a Sapphire stud.**

**Next item of business, bolded items are  
a) an Author's note at either the beginning or end of a chapter  
b) a scene change indicating where  
c) a noise (usually this will be Bamf!)**

**Most W.I.T.C.H. characters come up in some form or another considering that the story takes place in that universe. The Winx Club members are Bloom, Stella, Layla, Riven, Helia, Brandon, and the Trix. The X-Men characters are Kurt, Kitty, Rogue, Bobby, and Amara. Other characters appear right before and after the characters come from and return to their own universes, but that's it.**

**Also, anyone notice how you can make Alchemy a main character but not Aldarn? I find it disturbing. **

**Reviews are much appreciated and I usually at least try to check out the stories of people who have reviewed my work... note the usually. I sometimes come across stories where I can't get past the third paragraph because of bad grammar, and I am a hard core Caleb and Cornelia fan so I will be wary to read Will/ Caleb stories. For noting other stories, I mostly enjoy Musa/Riven stories, Kitty/Lance or Kitty/Kurt sometimes, as well as random couples of the new recruits. The point is, if you have a Will/Caleb, Flora/Riven, Rogue/Kitty/Kurt threesome crossover... chances are I will steer clear unless you indicate that you have just written one because I placed the possibility here.  
**

* * *

A Mis-Teleportation

"Guardians unite!" Will yelled as Miranda charged at the five Guardians. It had been a normal day in Heatherfield when a giant, hairy, evil spider had decided to drop in on the picnic the five girls were sharing. Meridian was completely safe… it was just that even the Guardians deserved a break once in a while. They had been the Guardians for four years now, and not too much was different in their lives before they entered their junior and senior years of high school. It was about a month earlier that a new dark power had stripped Elyon of her powers, though it failed to capture it for itself. Instead, Elyon's powers were trapped in a stone, and the whereabouts of the stone were completely unknown.

"Where is the stone?" Miranda demanded.

"You think we'd tell you?" Irma asked.

"Ha!" Cornelia laughed. Then continued, "If we knew where the stone was Elyon would have her powers back by now."

"Cornelia," Taranee growled. "We were trying to keep that a secret."

"The secret's out," Miranda laughed before launching herself at Hay Lin. "And so are you."

"I don't think so," Hay Lin said with a smile as she flew out of Miranda's path. "But have fun on this next ride." With that, she created a tornado, throwing Miranda high in the air.

"My turn," Taranee said blasting Miranda's webs with fire as the webs flew in different directions trying to catch the girls.

"I hope you don't mind being a little wet," Irma said dousing the spider. "Because the forecast now calls for torrents of rain all focused at you."

Miranda rolled away from the Irma's attack, then threw more webs, this time at Cornelia. Before she could fly out of the way, she was wrapped tight. "Like, eww, get me out of this stuff."

"Not likely," Miranda said jumping over her so the other four couldn't reach her.

**Meanwhile in an entirely different dimension:**

"Get us out of here, Stella," Tecna yelled as her digital shield began to crack. The Winx Club, plus their boyfriends, were fighting against the Trix… again, only this time, the Trix had back up, and a lot of it. The Winx Club was losing without the help of their schoolmates.

"Right," Stella nodded and held up her scepter. However, just as she was transporting them out of harms way, the Trix cast a spell. Instead of helping all of them, she only transported half of them, and into an entirely different dimension, leaving her exhausted when they arrived.

"Oh, I'm gonna kill that girl," Musa growled seeing that Stella was gone, along with Bloom, Layla, Brandon, Riven, and Helia.

"But, we have a slightly larger problem to deal with right now," Prince Sky said pointing to the surrounding enemy.

"Maybe we could just talk about this," Flora said as the enemy closed in.

"Or we could just get out of here right now," Nabu said, grabbing Sky's arm and taking to the air. Flora and Tecna each grabbed one of Timmy's arms and they, along with Musa, followed.

**Back in Heatherfield:**

"What's that?" Bloom asked as she saw fire not too far.

"I'm more interested in where we are," Brandon said as he looked around.

"Or why Musa isn't," Riven said with a growl.

There was an explosion where the fire had been a few moments earlier. "It doesn't matter about that now," Bloom said. "There's trouble and we're going to handle it."

"Brandon, you keep Stella safe," Layla said before taking off after Bloom.

"Come on, Riven," Helia said taking off down the street after Layla and Bloom. "People might be in danger."

"And Musa isn't, wherever it is that Blondie left her?" Riven growled. "Mind you, your girlfriend is stuck there as well." When Helia didn't respond and just kept running, Riven rolled his eyes and took off after him.

"Don't you look delectable when you're absolutely helpless," Miranda said spitting more web at the guardians.

"Looks like you need some major spider repellant," Bloom yelled before hurling several fireballs at Miranda.

"What in the…?" Will questioned as Bloom and Layla flew into the battle and pulled Miranda off Cornelia.

"Cornelia, are you alright?" Hay Lin asked using a tornado to pull the webbing off the blonde.

"I will be," Cornelia said picking herself off the ground. "But who are they?"

"We are the ones saving your butts," Layla said blasting Miranda into the fold she had used to get to Heatherfield.

"Thank you for the help but we are perfectly capable of kicking Miranda's butt ourselves," Irma said.

"Oh yeah?" Layla asked, flying up to meet Irma.

"Yeah," Irma practically growled.

"Hey," Hay Lin yelled. "Stop fighting!"

"Look, people are bound to come see what those explosions were," Taranee said looking at Will. "So we might want to power down."

"Right," Will nodded. She called their powers back into the Heart of Kandrakar. Bloom and Layla looked at one another, before following their example and returning to their human forms.

Someone burst through the trees and looked around, his black hair blocking his eyes. The five Guardians looked at him oddly. They weren't too accustomed to seeing young men in what seemed to be a spandex body suit with a cape. A moment later, another young man appeared with spiky red hair and the same suit.

"Helia, Riven, you just missed the battle," Bloom said.

"Not that you could have helped," Layla said, looking pointedly at Riven. "Bloom and I handled everything."

"We had everything under control," Irma said slowly.

"It wasn't you that blasted the spider through that portal," Layla snapped.

"It's called a fold," Irma said with a growl.

A smirk grew on Riven's lips. "You made an enemy even faster than I did, Layla," he said with a laugh. "Congratulations."

"Okay, stop it with the fighting," Cornelia said. "Let's get to the who are you and why do you two have wings and shiny outfits?"

"Why do we have wings?" Bloom asked. "We're fairies. What about you five?"

"We're called Guardians," Will said looking at the four.

"But we like to go by WITCH," Hay Lin said happily. "We're Will, Irma, Taranee, Cornelia, and I'm Hay Lin. How about you four?"

Bloom and Helia both smiled. Hay Lin's happiness could be contagious. "I'm Bloom," Bloom began. "Those three are Helia with the black hair, Riven with the red, and my girl here is Layla."

"Your girl?" Cornelia asked, one of her thin eyebrows rising slightly.

There was a pause; Riven was snickering. "Not like that," Layla snapped quickly. "Just friends," she further ensured that they wouldn't have that misunderstanding again.

"Sure," Irma nodded before turning out of the park. "Since our lunch has been totally ruined, I'm thinking Won Ton soup. What do you say we go to the Silver Dragon?"

"You have Won Ton soup here?" Bloom asked excitedly. She looked around. "Where is here, exactly?"

"Heatherfield," Will said.

"You're not from around here, are you?" Taranee asked.

"What tipped you off?" Riven asked.

"I've never heard of Heatherfield. What planet are we on?" Layla asked after a moment.

"Earth," Hay Lin said happily.

"That's your specialty, Bloom," Riven said.

"But, I thought I was the only one from Earth with any powers," she said after a moment of thought.

"Are you guys coming or not?" Irma yelled when she was at the edge of the park.

"Wait for me," Cornelia yelled turning and following the brunette.

"Want something to eat and we can talk at the Silver Dragon," Hay Lin said.

"Is there anything for a vegetarian?" Helia asked following the three girls not in a hurry to get to the restaurant.

"Um, I think you three are forgetting something," Riven said speaking to his, well, teammate, friend's girlfriend, and girlfriend's friend. They looked at him.

"Stella and Brandon are still where we appeared," Layla suddenly remembered. "We need to get our friends."

"I'll go with you," Will said. "That way I can take you to the Silver Dragon afterwards."

"I think I'll follow whoever is getting food first," Riven said following the direction Irma and Cornelia had disappeared to.

"No surprise there," Layla murmured turning toward where Stella and Brandon were still. Bloom and Helia joined her, along with Will.

"So, you three are fairies?" Will asked after a few minutes of silence. Walking was nowhere near as fast as flying or sprinting.

Layla and Bloom laughed as Helia blushed slightly and coughed to clear his throat. "Um, I'm not," he finally managed. "I'm a Specialist."

"A what?" Will asked.

"Basically, he's a hero," Layla said. "Or, supposedly, they're heroes. Usually we end up doing all the saving."

"Sadly, that's true," Helia admitted shaking his head and looking toward the ground.

"What about you?" Bloom asked. "You're Guardians?"

"Uh, yeah," Will nodded. She showed them the Heart of Kandrakar. "Our powers originate from this. It's the Heart of Kandrakar. We each have an element."

"There are five of you," Helia said. Will just nodded. "There are only four elements."

"Well, there's a thing called Quintessence," Will explained. "It's like lightning."

"My power comes from my home planet, Sparks," Bloom said. "It's called the Dragon Fire."

"I get my powers from Tides," Layla said. "I can control and shape a substance called Morfix."

"Bloom! Layla!" Stella voice was heard when they turned the final corner. Stella was sitting on a bench and Brandon was pacing behind it. Stella jumped to her feet and ran to her friends, until she noticed Will. "Did Riven turn into a girl?"

"Unfortunately, no," Layla said. "Stella, this is Will. Will, our friend Stella."

"Fairy as well?" Will asked. "And I'm assuming he's a Specialist." She motioned to Brandon.

"Yep," Stella said. "Um, where are we?"

"Earth," Helia, Layla, and Bloom said together. Bloom continued, "But not in Gardenia."

"I don't know what those witches did to me," Stella said pulling her ring off and inspecting it as she spoke. "But I don't think I shouldn't use it until we've lifted the spell."

"Riven's not going to like that idea," Boom said.

"Ah, the poor boy will live," Stella said.

"Let's get to the Silver Dragon," Will said. "They'll be wondering where we are." As if on cue, Will's phone rang. She reached into her pocket and pulled it out. "Hey, Matt. You're at the Silver Dragon too? We're on our way. Give us ten minutes."

"Who's Matt?" Layla asked as they turned back.

"My boyfriend," Will said, her cheeks flushing a little.

**Meridian:**

"Come, Queen Elyon," Aldarn ushered Elyon to hurry through the tunnels. "We can't allow this evil to capture you."

"Take her to the Infinite City," Caleb instructed Aldarn. "You go with them, Dad, to help protect Elyon. Drake and I will hold off the charge as long as we can."

"Be careful, Caleb," Elyon said as she followed Aldarn.

"He'll be fine, your Majesty," Jullian assured her. "He always is."

Caleb and Drake stood ready for the attack they knew was coming. They had escaped from a battle not long before, and the evil, whoever, or whatever it was, had failed, yet again to capture Elyon.

Before he could react, a green glowing mace wrapped around Drake's neck and pulled the warrior to the ground. Caleb ran to help his friend, but was then attacked by the evil itself. That's when he heard the laughs, the distinct laughing of three females.

* * *

**What do you think so far? I do love constructive criticism. Also, the story isn't near done, so I don't know how often I will be able to post and I am open to suggestions. I might even be open to co-writing this if my time begins to get stretched too thin because I do have other fanfics, as well as a fictionpress account and school on top of all that.**

**Also, title suggestions, anyone?  
**


	2. The Loss of the Heart

**So, here's what I think I'm going to do. I have the one more chapter finished after this one. I think, when I finish the next one after that, I'll post the next one, so that I'll always have a chapter in reserve so that if it's been like, three months and I haven't posted a chapter, I can post one even if I don't have anything after that. I tend to write right after I post, so I don't think it will be a problem after that. Once again, please review if you read, and I'm sorry if I haven't had time to read, but school just started and I'm not very organized yet.**

**I'm still debating on the title, so if you think of something, leave it in a review.  
**

* * *

The Loss of the Heart

"Caleb need help," Blunk's screeching voice insisted when he found the basement of the Silver Dragon. The five Guardians, Matt, and six others turned to look at him.

"Caleb?" Cornelia asked, her blue eyes widening. "What's wrong?"

"Blunk with Caleb, but Caleb fight, so Blunk hide," Blunk began. "Then all black. When black gone, evil women attack Caleb."

"Come on," Will nodded, pulling out the Heart of Kandrakar. "Guardians unite!"

"Oh, cool," Stella said when the Guardians finished transforming. "I like the color scheme, but the leggings aren't doing anything for me."

"We're coming too," Bloom said looking at Stella and Layla briefly. "After feeding us, it's the least we can do."

"Hurry," Blunk insisted.

"Let's go Enchantix," Bloom said to her friends. All three fairies transformed, as did Matt. Will opened a fold into Meridian, right where Aldarn and Drake were defending a fallen Caleb. Just as spears of ice were flying at the three Meridianites, a wall grew up from the ground, blocking the ice.

"It's the Trix!" Bloom yelled.

"They're not alone," Layla said, noticing a large, dark shadow looming in the background.

"Let's go, girls," Will said, flying at the three witches that had so long tormented Bloom and her friends.

Helia, Riven, and Brandon rushed to help Aldarn and Drake defend against the underlings of the dark shadow while Bloom, Layla, Stella, and Matt went to help the Guardians. Blunk hid in a tree to stay safe.

"Hey, you can't shoot lightning at me," Stormy yelled at Will. She then created a Tornado, meaning to catch Will in it, but Hay Lin jumped inside and, using her power of air, turned it right back at Stormy. Meanwhile, Taranee and Stella fought against Icy. Taranee blasting Icy with fire from one side while Stella shot her sunbeams from the opposite. Growing annoyed, Icy finally held her arms out and blasted Ice spears at both of them, causing Stella to dive for safety. Taranee increased her fire, but the ice didn't melt and she instead had to dodge, getting skimmed by one brushing her left leg.

"Scared you, huh?" Icy yelled. "They're my new, unmeltable Ice Spears. Now, try this on for size. Ice Coffin!"

Before Taranee could move, she was encased in ice and fell to the ground. Immediately, she began to melt the ice with her fire powers, as this ice could be melted.

"What did you do to my ring?" Stella demanded, flying at Icy again.

"Why don't you guess," Icy said shooting more ice at Stella.

"Good thing you came back," Drake said to Aldarn as the five boys stood around Caleb's unconscious body and fought the monsters the dark shadow had sent at them.

"We have to get him out of here," Helia said, noticing a wound on Caleb's shoulder. "He's hurt and needs medical attention immediately."

"If we can clear a path, we can get him to the Infinite City," Drake said.

Cornelia knew something was off when suddenly seven identical evil brunettes were surrounding her and Irma, each ready to blast the two with darkness. "Clear us a path, Corny," Irma said. Cornelia used her telekinesis to push all the evil Darcies together. Irma then used her water to seal her in. "Hey Lin!" she called out to the air Guardian. Hay Lin left Stormy to Will for a second as she blew a freezing cold wind over the now single Darcy's water prison, freezing her inside, though it wouldn't last long.

Bloom, Layla, and Matt went after the large shadow. Bloom, threw her strongest fireballs, Layla her Morfix attacks, and Matt his optic blast rays. They did nothing.

"New plan," Will said when they all regrouped from fighting.

"What's that?" Taranee asked, still cold from just breaking free from the Ice Coffin.

"Let's get out of here," she said. "Taranee, Cornelia, separate our guys from the Lurdens. Blunk, get in there and fold." As Will was shouting directions, she didn't notice Icy shoot an ice spear at her until she felt it skim her neck. What she did notice, however, was the chain that the Heart of Kandrakar was held on broke, and the Heart fell from her neck, only to be caught by Darcy. The moment Darcy's hand closed around it, the five Guardian's untransformed and fell into the circle of fire Taranee had created.

"Now, get out of here," Stormy yelled, blasting powerful lightning at her, pushing her into the fold Blunk had created. The other four dove for cover as Darcy and Icy began blasting at the group, forcing Matt, Helia, Riven, Brandon, Layla, and Stella through the fold. Icy then dove at Blunk and ripped the Tooth of Tonga off his neck before tossing the creature through the fold as well, just as it closed.

"That was interesting," Irma said, hiding the fear in her voice as Taranee's fire died down.

"We have to get out of here," Aldarn yelled as the Lurdens slowly tried to close in on them again. "Drake, help me with Caleb."

"You go," Bloom said. "I'll hold them off as long as I can." She powered up as much as she could and began blasting at the Lurdens.

As they turned to run off, Darcy slipped unnoticed by Bloom and appeared in front of the four remaining Guardians. They all jumped in different directions, so Darcy attacked Cornelia, who had jumped backwards. "Corny!" Irma yelled and was trying to help her, but Cornelia used her telekinesis to push the girls back.

"I'll be fine," she insisted. "Get out of here."

As more Lurdens began to push Bloom back, they listened. They turned back just before they turned a corner only to see the black shadow fold over the area they had been. Taranee closed her eyes and concentrated. "I can't reach her." She tried again, this time harder as the Guardians caught up to the running Meridianites. "Bloom's coming."

**Heatherfield:**

"No!" Will yelled jumping back at the fold. She was about at it, when she collided with Blunk and fell backwards to see it close. "No!"

"Blunk, open another fold," Matt said, turning to the Passling.

"Blunk cannot," Blunk said sadly. "Blunk had Tooth of Tonga stolen."

"But, Bloom is still there," Stella said quietly.

"And so are my friends," Will said harshly. "At least Bloom has her powers."

"Blunk sorry!" Blunk began to whine. "Blunk try to help. Blunk failed."

"Okay, shut up!" Riven yelled "You're giving me a headache. And no one is going to get rescued if you only complain about what's gone wrong."

"Riven's right," Helia said. "Can you think of any other way to get back to… uh… what's that place called again?"

"Meridian," Matt said.

"I can," Riven said pointing at Stella.

"You can get us back?" Will asked wiping the tears off her face.

"I… if my ring works I can," Stella said. "But those were the witches that cast a spell on me last time I tried to transport us. And we'd have to go outside because I'd need a power boost from the sun."

"I can think of another way," Matt said. "I mean, Cornelia would probably kill us, and Napolean, Huggles and I would all probably have to give up our powers, but…"

"We'll only do that as a last resort," Will said. "Lillian's still only twelve."

"Wait," Layla stopped the conversation. "Before we do anything, we need to think up a rescue plan, which has to include retrieving the Heart of Kandrakar."

"How about we go back and meet with them in the Infinite City," Will said. "Come up with a plan from there."

"As good as that sounds," Helia began, "I hate to say it, but we're much better off coming up with a plan here."

"And it's getting dark," Stella said looking out the window. "I don't think I'd be able to get enough power at this hour."

"Aren't your parents going to worry about you?" Brandon asked.

Will nodded. "One moment," she ran up the stairs.

"Where is she going?" Riven asked in an annoyed tone.

"To speak with Hay Lin's grandmother," Matt said. He looked at the three other guys. "And we have to do something about what you three are wearing."

"Okay," Will said coming back down the stairs, "Yan Lin is going to tell Hay Lin's parents that she's spending the night at my house. And you three guys are allowed to spend the night down here. Stella, Layla, you're welcome to spend the night at my house. Blunk, do whatever you want."

"I'll bring something else for you guys to wear tomorrow," Matt said standing up.

Twenty minutes later, Will had made two phone calls, one to Taranee's house and one to Irma's house, explaining that they were out getting snacks for a sleepover and had asked her to call their parents for them. Finally, she got to the last phone number. "Hello?" a young voice answered.

"Hi, Lillian," Will said. "Cornelia asked me to call for her to say she's spending the night here. Could you please tell your parents for me?"

"Why didn't she call?" Lillian asked.

"Well, she and Irma ran out to get snacks," Will said.

"What about her cell phone?"

"I think her batteries died," Will said.

Lillian seemed to be thinking it over. "Fine, I'll tell them," she said. "Under one condition."

"What's that?" Will asked slowly.

"You tell me where she really is," Lillain said.

"Like I said," Will began to get nervous. "She's at the store. She'll be back here soon."

"She's with Caleb, isn't she?" Lillian asked.

Technically, as far as Will knew, Cornelia was with Caleb. "You got me. She's out with him right now, but she'll be here around midnight, so don't tell your parents."

**Meridian: **

"That looks nasty," Irma said when Drake and Aldarn placed Caleb on a clean bed and took off his shirt to inspect his wounds.

"We don't have the proper tools to fix that," Drake said. "Nothing we have is sterilized."

"I'll sterilize any tools you need," Taranee said. "At least that way we can prevent any infections."

Elyon came pushing through the crowd. "Oh, what's happened?"

"The Trix happened," Bloom said ignoring the quizzical looks she was receiving from everyone. "Let me help with his wound." She took out her Fairy Dust and sprinkled a little on his shoulder wound. Everyone watched in amazement as it closed up immediately.

"Oh, thank you," Elyon cried and hugged Bloom. "How can I repay you?"

"Oh, just let me help take care of the Trix and that'll be enough repayment," Bloom said.

Elyon looked around. "Where are Cornelia and Will?"

The three Guardians looked at one another. "Will was pushed through a fold back to Earth," Taranee said. "We don't know about Cornelia."

"And the witches we were fighting stole the Heart from Will," Irma said. "And Blunk's tooth."

"I don't think we should tell Caleb about Cornelia," Drake said. "Knowing him, he'd jump to try to rescue her, and probably get himself captured in the process, and we need everyone we can get right now."

Elyon nodded. "Did you see the face under the shadow?" she asked.

"I'm sorry, your majesty," Aldarn shook his head. "I didn't. But the shadow has recruited three powerful witches to help him."

"They're called the Trix," Bloom said. "Icy, Darcy, and Stromy. I've been battling them since I was a freshman."

"Where are you from?" Elyon asked.

"It's a planet called Sparks," Bloom answered. "I'm the last remaining descendant." An even more worried look took over several people's faces. "What?"

"You're probably the Heart of Sparks then," Taranee explained. "And since you didn't know, and haven't been taught how to use that power, you probably have a lot more power than you know and they might try to steal from you."

"Like they stole my power," Elyon said with sad eyes.

"I've had the Dragon Fire stolen from me once," Bloom said. "But, I learned that no one can actually steal power from you, even if you think it is gone. It's just deep, deep down and if you concentrate hard enough, you can reawaken it."

"I'm not sure what the Dragon Fire is," Elyon said, "but the Heart can be stolen."

"I'll be sure to not let her fall into any traps," Hay Lin said with a smile.

"How can you be so happy?" Irma asked rather loudly. "The Heart has been stolen. Who knows what's happened to Cornelia. We're stuck in Meridian."

"I'm trying to stay optimistic," Hay Lin said, but not as brightly.

"Irma, calm down," Taranee said. "We don't want to start fighting now."

"Taranee's right," Elyon said placing a hand on Irma's shoulder.

Suddenly, Caleb groaned. "What happened?"


	3. A Little Added X

**I hope you enjoy this chapter and PLEASE leave a review. I'd be forever grateful. I'm also still looking for a title.  
**

* * *

A Little Added X

**Bayville, New York, totally new dimension:**

"Are you sure zis is safe?" Kurt Wagner, also known as Nightcrawler, asked as Forge adjusted the last of the equipment.

"Absolutely," Forge said. He sealed the panel and handed out the remaining gear to Kitty Pryde, Rogue, Bobby Drake, and Amara Aquilla. Forge had created a device that would allow Kurt to not only teleport further, but also would teleport people wearing the appropriate gear, even if they weren't touching Kurt as he teleported. Kitty, Rogue, Bobby, and Amara were the lucky test subjects. "And, if it doesn't work… well, you might leave them in that sulfur dimension, but that hasn't happened to any of the test objects or the rat, so why would a human be any different?"

"I'm sure it will be fine, Kurt," Professor Xavier said, nodding his baldhead. "Just try to teleport to the yard where Logan will be waiting for you so that we can find out the results immediately."

Kurt nodded.

"Ya'll betta' not leave me in that monster dimension, Elf, or Ah'll kill ya'll," Rogue said once she finished strapping on the equipment.

"Yeah," Bobby said. "I agree with Rogue."

"And make it, like, snappy," Kitty begged snapping her fingers a few times. "I have a date with Lance to get ready for."

"I'm going," Kurt said rolling his eyes. **Bamf! **The five teens dissappeared in blue puffs of sulfur smelling gas.

After a moment, Professor Xavier pressed a button on a communication device. "How are they, Logan?"

"How are who?" Logan asked. "The Elf ain't here. No sign of him."

"Oh god, I messed up again," Forge cried.

**Heatherfield:**

"I still think it would be better to come up with a plan first," Riven said as they all met at an empty park.

"We don't know who can and cannot help," Matt said. "So we're going in to see who is available to help. Plus, Caleb makes most of the plans because he knows the palace better than any of us." Huggles, who was on Matt's shoulder, jumped to Helia as Helia was holding out some food for him; the door mouse had taken an immediate liking to Helia, not so much toward the other four.

"Layla and I spent a good half hour last night using every anti-evil charm we could think of to make sure the Scepter will work," Stella said holding it up so that it caught the sun's rays. "Sun – " Stella began, but was interrupted when a fold opened in the middle of them and Tracker, the Sniffer, and Frost all jumped out. Will jumped for the fold, but was caught in Tracker's chain and Frost and the Sniffer jumped at Stella and Layla. When the boys tried to help, the Tracker's bat things attacked and the boys all had trouble fending for themselves.

**Bamf!** The distinct scent of sulfur filled the air along with five frightened and confused teens. Stella flew past Bobby, the Sniffer hot on her tail. Knowing that something was wrong, the five X-Men sprang into action. Bobby iced the ground the Sniffer was running on, causing the dog to slide into a light post. Kitty ran to help Layla, whose morfix attacks were worthless against Frost. As Frost took a swing at Layla, Kitty grabbed her and the sword phased right through her. Amara was throwing lava blasts at all the bat things in the air. When Bobby froze a portion of the Tracker's chain, one of Amara's lava blasts shattered the chain. Finally, to take down Frost, Rogue approached the large beast and grabbed onto him with two bare hands. Finally, the Tracker grabbed Frost and the Sniffer and jumped back through the fold. It closed before anyone could follow.

"Wow," Matt sighed in relief. "Thanks."

"Who are you?" Riven asked.

"We're the X-Men," Bobby said. "I'm Bobby "Iceman" Drake, that's Kitty "Shadowcat" Pryde, Amara "Magma" Aquilla, Kurt "Nightcrawler" Wagner, and the grumpy one in Rogue."

"What was that?" Kitty asked.

Will took a deep breath to calm her nerves. "That was an attack from a dark shadow that has taken over another realm called Meridian." She took another deep breath before jumping into the story of what Meridian was, about the recent attacks, how the Heart of Kandrakar was stolen, and how her friends were stuck there and they were about to go there when the attack happened. Stella, Layla, and Brandon explained about their situation. Finally, Rogue told them how they had ended up in Heatherfield and each of the X-Men explained his or her powers.

"Layla, why is it that we are the only ones without matching uniforms with the rest our team?" Stella asked a little later as Bobby was explaining his ice powers. Layla just shook her head and pretended she didn't hear her.

"Look, if ya'll could just point us toward the nearest pay phone," Rogue said after a while. "We gotta call our professor and find out how soon before he can pick us up."

"Oh, just use my cell," Stella said holding her phone out. "Don't worry about the distance, I have service between the different realms."

"That's it!" Brandon suddenly shouted. Everyone turned to look at him oddly. "You can call Bloom to see how things are going in Meridian."

"Oh, Schnookums, you're genius!" Stella cried, jumping into his arms before handing over her phone.

"Um… the phone?" Amara asked timidly.

"Just use mine," Layla said and pulled a phone from her pocket. Rogue dialed a number, but got the operator telling her she had dialed a non-existent number. She tried again, with the same results. Then she tried a few other phone numbers to different phones in the mansion.

"Ah can't reach 'em," Rogue said, hanging up the phone and handing it to Layla. "It's like the Professor doesn't exist here."

"Maybe we, like, teleported to a different dimension," Kitty said. Then a look of horror took over her face. "Oh my God, I'm gonna miss my date!"

"Boo hoo," Riven said in his usual rough voice. "How will you ever survive?"

"Hey, this is serious, Riven," Helia said. "There are different realms, and then there are different dimensions. Communication between dimensions is impossible. We could be in a different dimension from our own as well."

"In the mean time, let's call Bloom and see if we can work out a plan," Will said. She then looked to the X-men. "Will you help us?"

"In any way we can," Bobby said. "After all, that's why we're the good guys."

It was around this time that Blunk could be spotted running down the street toward the park just below the Hale's apartment complex. Napoleon, who had just finished eating the disgusting canned lunch that Lillian insisted on feeding him because it was the healthiest choice for cats his age, was looking for a way to get some better food. If his assumption that Blunk was heading toward Will was correct, it would not be a bad idea for him to follow because Will usually could be counted on to give him a nice treat, and if now Will, Hay Lin would most likely give him something delicious from the restaurant. He slipped out the window and jumped down from balcony to branch to branch to balcony, until he could get to the ground.

"Oh, no," Napoleon heard Lillian's voice just as he reached the ground. "Get back here, Napoleon."

"No thanks, Lillian," Napoleon said to himself before setting off after Blunk. Little did he know that Lillian was following at a distance where she could just make out every turn he took.

**Meridian:**

Cornelia felt a cool breeze over her skin, which woke her from her deep slumber. She groaned as she moved and it took her a moment to register that she was not wearing the same outfit she had been wearing when the darkness had washed over her. When her thoughts finally became clear, she sat up with a jolt and looked around her, only to find that the room she was in was dimly lit. Rather than chaining her and throwing her into the dungeons, she had been dressed in a silk gown and given a large room with a king-sized bed and every want a girl could have at her age, at least all that were available in Meridian.

It was too dark to make out any details, but all Cornelia needed to see was the door, and that she could make out perfectly fine. She slid off the bed and quietly walked to the door in her bare feet. She grabbed the handle and took a deep breath before turning the knob and pushing it outward. The hall was empty and all the doors were closed and the drapes drawn together. The only light came from the torches along the wall. Cornelia stepped out of the room, quietly closed the door behind her, and grabbed the nearest torch. Staying as quiet as she could, Cornelia made her way down the hall, the bottom of the dark silk skirt sweeping on the floor.

For almost half an hour, Cornelia explored, looking for an escape route. She believed that she was in the palace, but it was so different from how Elyon kept it, as if the darkness had taken Phobos' lead and altered it to suit his wants. Through out the whole building that she explored, the drapes were closed at every window, and when she tried to open them at one, she found they wouldn't open.

She stopped moving when she heard voices.

"I don't know, Velvel," the voice of one of the witches sounded. "I say that you send us through the next fold to get the Heart of Solaria and the Earth."

"You think you could handle two hearts at once?" a male asked. The voice alone was seductive and Cornelia found herself wondering what face would belong to such a perfect voice, but immediately lost her thoughts when another of the witches spoke.

"You don't think we could take on a pixie and a little girl?" this witch practically screamed. "Any of us could do it alone! Let us take the Heart of Kandrakar and there's no way we could be stopped."

"Stormy," the male spoke again, only this time, his voice held power and anger. "How dare you speak to me in such a manner! I will not tolerate such disobedience from one as weak as yourself. Now, I demand an apology this moment, and after that, you shall not return here until you have either found the stone with the power from the Heart of Meridian or the hiding place of the queen and her people in the Infinite City."

"I am deeply sorry, Master Velvel," the witch spoke with fear in her voice.

"Now leave my presence," Velvel said. Cornelia heard the footsteps lead away from the door she was at. After a moment, Velvel spoke again in his seductive tone. "Darcy, please check the other door. I believe we have a visitor."

Cornelia realized that he sensed her, but as she turned to make a run, the brunette witch rose up out of the floor in front of her. "Where do you think you're going?" Before Cornelia could open her mouth to answer, the witch had grabbed her arm and pulled her into the room through the door. The room was lit by a fire and there were several cushioned chairs in a half circle around it. In the center chair, the largest of all the chairs, sat a man with sandy-brown hair, dark eyes, and a handsome, tanned face. He smiled slightly with his dark pink lips and stood to greet her. Cornelia immediately knew this was Velvel, and that he had been the shadow they had been fighting.

"Cornelia," he said, his voice warmed her over and caused her heart to speed up. "The dress truly looks fabulous on you, don't you two agree?" The witches immediately nodded and began going on about how beautiful it looked on her. That was, until Velvel held up his hand, indicating for them to stop, which they did immediately. "Now, for proper introductions. Cornelia, these two are Icy and Darcy. I am Velvel." He then turned back to the witches. "You two are dismissed." They both left the room as quickly as their feet would take them. Velvel approached her and stood directly behind her causing Cornelia's body to become rigid in fear.

"Why am I here?" Cornelia finally found the nerve to ask after a moment.

Before answering, Velvel placed his hands on Cornelia's waist and slid his palms across the smooth fabric over her stomach. "I thought you'd enjoy my home more than you would my dungeons, my Darling," Velvel spoke right in her left ear. As a natural reaction, Cornelia's head tilted to the right and she closed her eyes, preparing for pain she knew was coming, but it didn't. Instead, Velvel continued to speak. "You see, Cornelia, it is not customary where I come from to lock one's bride to be in the dungeons just days before the marriage."

As the words flowed into Cornelia's ear, she stepped away. "What do you mean?" she demanded, turning to face him.

Velvel smirked and said, "You, Cornelia, are to be my bride."

Cornelia shook her head. "Oh no, not happening. It doesn't matter how powerful you are, or how vain, but I am _not_ marrying you. I'd die before I'd marry you."

At this, Velvel all out smiled. His white teeth stood out in the shadow and Cornelia noticed for the first time the length of his four canine teeth. "Of course, Cornelia. After all, why would a vampire like myself marry a living being? In two nights time, I will turn you and the next night, you will be my wife."

Cornelia could feel her breath coming short. "You don't want to marry me," she insisted. She tried to think of everything Irma had ever pointed out to her. "I'm selfish and vain. Absolutely rude about everything."

"All things that can be fixed over time," Velvel said. "After all, we have the rest of eternity to be together. But, your beauty is something I have never encountered in all my years." Velvel grabbed her and pulled her into a deep kiss.

Cornelia, however, refused to respond. The only person on her mind was Caleb.


	4. Heart of Earth Revived

**Hey, thanks for the reviews, but I'd really appreciate another few reviews. Anyway, I hope you enjoy this chapter. **

**P.S. I have a title. When Darkness Falls... I don't like it that much so if you come up with something better, please tell me... as you review.  
**

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The Heart of Earth Revived

Considering the number of people hiding in the Infinite City, the camp was almost deathly silent past the sounds of people's footsteps and the crackling fires. Suddenly, an obnoxiously loud beat of music rang out from Bloom's pocket that started the song Musa had programmed into Bloom's cell phone. It was such a shock and so different from what most Meridians had ever heard that many of them began to think they were being attacked.

Shrinking down in embarrassment, Bloom pulled out her phone and answered it. "Hello?" she asked.

"Bloom! How are you?" Stella's voice rang out loud and clear.

"Oh, Stella," Bloom said happily. "It's so good to hear from you. Wait one moment." Bloom pressed a button and put Stella on speakerphone/holophone. "Stella, press the speaker so that we can have a conference."

"Hey, everyone," Will said a moment later. "We've been working all day, and we've come up with a plan."

"How about you come up with a plan to get here, first," Caleb suggested with his arms crossed. He looked over the holograms of all the people around the phone and noticed something odd. "Where's Cornelia?"

"You mean she's not with you?" Will asked, her eyes growing wide.

Caleb's eyes shot to where Irma, Taranee, and Hay Lin were sitting. "You guys told me she went through the fold with Will!"

"Caleb, we did it because we thought you'd go running off to try to save her if you knew she'd been captured by the shadow," Taranee explained.

"But we need you here," Elyon said.

"Wait, she what?" Will asked loudly, returning everyone's attention to the holograms.

"She was captured by the shadow," Hay Lin said meekly.

"Look, we can work through this," Matt said trying to get everyone back on track. "We already know that the shadow and the witches want something on Earth because they came here once already."

"So, we've come up with a bit of a plan," Brandon said. "We'd like you all to meet Will."

Suddenly, a new Will stepped into the hologram, along with four new faces.

"But, that's impossible," Irma gasped seeing two identical Will's. "How could you make an Astral Drop without the Heart of Kandrakar?"

"I didn't," the first Will said.

"Ah'm as human as any of ya'lls," the second Will said.

"This is Rogue," Layla explained. "Stella and I spent a good amount of time today casting spells on her to make her look exactly like Will. Next, we'll fix her voice, do something about the accent. So, that way if they come after us again, they'll get Rogue."

"Who has one of these," Kitty said holding up an X-Men communicator. "It has a locator, so when they take Rogue to the bad guys, they'll tell us exactly where they are."

"Okay, but how do you all get here after Rogue's been kidnapped?" Taranee asked.

"This," Stella held up her ring. "We're positive it's in working order now."

"What about when they attack Rogue and she doesn't have Will's powers?" Elyon asked, concerned.

"Oh, she will," Bobby said with a smile. "When Rouge touches someone, she absorbs their powers and memories. So, as long as they don't touch her skin, it's like a perfect Will clone down to Will's every last memory."

"And what if they're not after Will?" Taranee asked.

"We'll come up with some way to make them take her," Bobby said confidently.

"Even if it iz only az bait to draw in ze rest of uz," Kurt said.

"Now we're just going to run by Cornelia's house before we put our plan into action," Matt said. "To pick up Napoleon."

"Well hurry up," Irma said. "I mean, how long do you expect us to stay here?"

"Don't get all crazy," Taranee said. "We all just need to remain calm and practical so that no one makes any mistakes."

"Hey, where did Caleb go?" Hay Lin suddenly realized the once rebel leader had disappeared.

"Gotta go," Irma said as she, Taranee, Hay Lin, and Elyon all jumped to their feet and ran after Caleb before he could try to rescue Cornelia on his own.

"Caleb, you can't go on your own," Taranee said. "You don't even know were it is you're going."

"Please stay here, Caleb," Hay Lin begged. "At least until we know where we need to go to rescue Cornelia. Believe us, we're just as worried as you, but we can't jump into anything too early."

"I'm sorry, but I can't just sit around when I don't know what's happening to my girlfriend," Caleb said.

"Oh yes you can," Irma said. "I can make you and you know it."

"You wouldn't dare," Caleb narrowed his eyes. Irma glared right back at him.

"Caleb, as your queen, I _demand_ that you wait until I personally say you can save her," Elyon said when Caleb had turned to leave again.

Caleb stopped and took a breath before turning to face them. "Elyon, this is Cornelia," he said. "Your best friend. She's in danger. How can you demand that I just sit around and do nothing?"

"Because we can't lose you to what we want," Elyon said, her voice trembling. "I want to save her as much as you, but I don't have my powers, they have the Heart of Kandrakar, and we need you with us, Caleb."

"Please, Caleb," Hay Lin asked. "Just until we _know_ we can save her without losing anyone else."

**Heatherfield:**

Lillian saw Napoleon turn into the alley by what seemed to be one of Cornelia's favorite restaurants. Lillian didn't particularly enjoy the place, feeling that Yan Lin was weird, always giving her extra fortune cookies and personally taking the orders of the Hale family every time they ate their. The twelve-year-old blonde began to wonder why her cat had traveled across town to this specific spot. She turned into the alley to see that the black cat had slipped into the back door. Instead of following, she looked into a window and watched as her cat slipped unnoticed by any of the workers into a door that lead down a set of stairs. She spotted a window to the basement and peered in. She was shocked by what she saw. Will stood there, and next to her sat another Will. Three boys wearing identical uniforms and looked like superheroes with their capes stood at the far wall. Another boy in a uniform that matched three others was blue with a long blue demon tail. Then, a girl next to him reached _through_ a brunette boy for a fortune cookie. The strange creature Lillian had seen glimpses of several times since she had been eight was there and everyone was backing away from it. Then, when Napoleon appeared, Matt waved and she heard him greet the cat. Then her cat replied in perfect English. "How in the…" Lillian began as she backed away from the window, only to find herself hitting a pair of legs. She looked up to see a girl a few years older than her sister in burgundy clothes with wild dark hair.

"Hello there, little girl," the lady said. She grabbed Lillian's arm and tried to pull her toward a blue light further in the alley. Lillian did the only thing she could think of. She screamed at the top of her lungs.

The next thing she knew, one of the girls from the basement came up through the ground and took her wrist. As soon as the brunette girl had a hold on her, she phased right out of the other lady's grip. By this time, Matt, appeared with Mr. Huggles and Napoleon. The witch dove at her, but then the three Regents of Earth all transformed, shocking the petrified Lillian even more. She pulled herself free from the brunette and turned to run, only to run into the boy with red spiked hair.

"Let me go," she cried, tears pouring down her face.

"You should listen to the girl, Riven," Stormy said, throwing the three Regents pack with powerful blasts of lightning. "And give her to me!"

"All of you just get away from me!" Lillian screamed. Riven tried to keep his grip on her, but energy seemed to burst from her body. The three Regents all reverted back to their original forms.

"Lillian, no one is gonna hurt ya'll," Will said, delicately laying a gloved hand on Lillian's shoulder.

"That's what you think," Stormy dove at the two girls.

"Quintessence!" Will shouted, shooting lightning at Stormy, but it was ineffective. Stormy tried to grab Lillian, but Will pushed the young blonde out of the way and Stormy grabbed her instead.

"Little girl," Stormy growled, lightning hitting the ground around them. "If you don't want me to kill this girl, you'll be at the front door of the castle by this time tomorrow!" With that, Stormy flew into the fold with Will in her arms, or so she thought.

"Will, no!" Matt tried to follow, but the fold closed.

"What happened to you?" Riven asked when Matt turned back to them all.

"Yeah, like, why'd ya just go all human again during the middle of the battle?" Kitty asked her hands on her hips.

"I think I know," Napoleon said.

"Stop talking!" Lillian yelled. "You're a cat. You shouldn't be able to talk."

"Um well…" Napoleon sighed deeply. "Lillian, I didn't want to have to tell you this so soon, but I guess that it's time. You're the Heart of Earth, and I am your Familiar."

Lillian stared at the cat. "What?"

"I t'ink vhat ze cat is trying to say is zat you've got mad power," Kurt said appearing in a sulfurous cloud of blue smoke. Lillian jumped away from him.

"Maybe Will had better explain," Kitty said.

"Will just got taken by that… that…"

"Witch," Riven said.

"Um… not quite," Kitty said. "The real Will doesn't have an accent from Mississippi. That Will is really my friend Rogue."

"Bobby, Amara, Stella, and Layla are reviving Will right now," Brandon said coming out the side door of the restaurant. "So, I'll take it that Stormy took Rogue?"

"Yeah, but she wants the mini-blonde in exchange," Riven said.

Lillian looked around and her eyes landed on Matt with Mr. Huggles on his shoulder. "Does the dormouse talk too?"

"No," Napoleon answered. "But I believe that the power you once bestowed upon us has returned to you in your fear, which means you are now old enough to use it."

"I'm so confused," Lillian said, as a few tears began to leak from her eyes again. "Where is Cornelia, Matt?"

Matt scratched his neck. "Well, she's not on Earth, I can tell you that."

"She's somewhere in a realm called Meridian," Brandon said.

"Big evil shadow that that witch works for captured her," Riven said in an uncaring tone.

"I vote that you don't talk any more," Napoleon said, glaring at Riven.

"At least he doesn't lie to me," Lillian said. "And he's human."

"Look," Matt said looking around. "Let's take this to the basement so that we're not overheard."

Lillain crossed her arms and huffed, but followed them into the restaurant. Will was lying on a couch holding a piece of ice to her head. "What happened to you all?" Lillian asked. "Why weren't you helping?"

"Well, when Rogue grabbed me I just about passed out," Will said, not even bothering to ask why she was with them. The fact that Napoleon spoke next told her all she needed to know.

"Now that Rogue is in Meridian, we only need to get there so that we can follow and find this shadow and defeat it," he said. "Do you think that you could transport us there now?"

"I think I can manage that," Stella said. "I've charged it enough." She tossed her ring so that it turned into the Scepter. "Sun Power!"

**Meridian:**

All of them, including Lillian, were then magically transported to Meridian not far from where the battle had been when they had last been there. "Are you going to hand me over now?" Lillian asked, looking at them. "To save your friend?"

"What?" Will asked, her eyes wide. "Never, Lillian. We're going to do everything we can to protect you from that shadow and those witches."

"I've got a lock on Rogue's locator," Amara said. "She's deep inside the castle."

"Then that's where we go once we've regrouped," Will said.

At that time, in the Infinite City, Bloom's phone beeped a few times. She pulled it out and read a text from Stella. "They're here," she called out to Elyon and Irma. "We have to go get them."

"Let's not waste any time, then," Caleb said, jumping from his position and making his way toward the exit. The three guardians, Bloom, Elyon, and several of the Meridian guards were right behind him.

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**Once again, please review and tell me what you think.**


	5. The Shadow of Battle

**Once again, I'd love it if you could review. I guess I'm almost finished writing the story, not completely sure.**

**Please review! **

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The Shadow of Battle

"There they are," Hay Lin pointed to the group when they were finally spotted at the edge of the woods.

"Why'd they bring Little Hale?" Irma asked curiously.

"Do you suppose she got her powers back?" Taranee asked.

"Let's not stop and talk about it here," Caleb said. He took up a slight jog and called out Will's name.

"Hey guys," Will smiled slightly and waved. She motioned to Lillian, who stood with her arms crossed and was refusing to look at anyone from Heatherfield. Instead, she had taken to only responding to Riven, Kurt, and Bobby. "You guys can guess why she's here."

"Bad timing," Irma said. "We could have used Matt in the upcoming battle."

"Who says I'm not going to fight?" Matt asked taken aback. "I can fight without powers." At that statement, Caleb snorted.

"Let's not waste any time," Elyon said. "Taranee still hasn't been about to reach Cornelia's mind."

"We're supposed to wait for a sign from Rogue," Amara said.

"And how does she plan to send out this sign?" Caleb asked rather harshly.

"It's an electric device, Caleb," Will said. "Like a cell phone, only a bit more advanced."

At that moment, Rogue wasn't only the topic of conversation of the Guardians and friends, but the Guardian's enemies. "You brought the Keeper of the Heart of Kandrakar _here_?" Velvel scolded Stormy. She cowered slightly as he yelled. "I did not tell you to go to Earth. You were to stay in Meridian looking for the power stolen from Queen Elyon or the camp in the Infinite City. I wanted to keep this girl as far from the Heart of Kandrakar as possible."

Rogue's eyes looked between the vampire and the witch with a bit of rising apprehension. She knew there was something was wrong, so she began to rack through Will's memories until she found what she was looking for. Will could call the Heart to her when separated. That was why Velvel wanted to keep Will on Earth without a way to get to Meridian. Rogue could see a beautifully carved chest on the table not far from her. She noticed that Velvel's eyes had fallen on the chest as well. She could see him drawing conclusions in his head. "But," he began as he approached the chest and opened it, pulling out the Heart of Kandrakar, "this doesn't seem to be attracted to this girl." He smirked before loudly calling out, "Icy, Darcy, come here."

The two other witches entered the room from a far door. "Lift any enchantments that may be on this girl," he said nodding his head toward Rogue as he replaced the Heart in the chest. Icy and Darcy both thrust their hands in Rogue's direction, and after a second, Rogue felt that she was herself again. She looked down to see that the clothes she had been wearing, borrowed from the real Will, were much too small on her. Her wrists, ankles, and stomach were all showing and the pants she was wearing were much too tight. However, Rogue wasn't about to sit around now that they had uncovered the truth.

"Quintessence," she murmured and the ropes binding her arms immediately sprang to life and fell off her.

"Hey," Stormy yelled. "But she…"

"Quintessence!" Rogue yelled, throwing lightning energy at the four others in the room. She knew she only had a little time before she'd lose the power, so while the others were shortly occupied, she ran through the opposite door. "Signal the others," Rogue said to her communicator as she pulled it from her pocket.

_Yeah, sure_, her communicator replied before it began blinking.

Unhappy with the occurrence, Velvel glared at Stormy. He growled before saying, "You three, take my army out to battle the Guardians and their friends. Bring my stand-in and keep fighting until you've destroyed them all or until it is night and I may join you."

"Yes, Velvel," Icy said as she turned from the room. Stormy and Darcy went in different directions. Velvel, in the meantime, had two guests in his castle to locate. One to place into a prison and one to turn into a vampire a little ahead of schedule. Cornelia had been given free reign of the castle because there were only a few ways to leave it, and none that she would have access to without the passwords.

"This is quite ridiculous, you are aware, correct?" Phobos said as he was woken from his nap by Icy and handed the special cloak that hid his identity during the battles. "If he wants his looming presence at the battles, then why doesn't he go to them?"

"He's a vampire," Icy said. "There's a sun. Do the math, prince boy." Phobos just glared for a moment before he pulled the cloak on and a looming presence took over him. "Plus, you're much creepier this way."

The blinking lights and vibrations from the four communicators that the X-Men held told them that Rogue had encountered the evil, and all that needed to be done now was for them to come, rescue her, and attack the bad guys. The plan was good as they approached what had once been Elyon's castle, and Phobos's before, but was now the dark shadows. However, before they got too far, the witches and the entire dark army met them.

"Stay back, Lillain," Will instructed the young blond girl. "This is going to be dangerous."

"Blunk protect you," Blunk said to the girl. "Blunk strong warrior."

"How wonderful," Lillian rolled her eyes. "A smelly body guard."

"Queen Elyon, you had better stay back as well," Julian said as he prepared to fight. "This is going to be dangerous."

The three witches swooped down from the air to attack them. Bloom, Stella, and Layla each tried to take one of the witches, leaving the rest of the monsters for the others. Bloom, as usual, took Icy, Stella against Darcy, and Layla against Stormy.

The Lurdens charged at the rest of the group. To buy the group time to prepare them to fight, Bobby created a massive wall of ice that herded the Lurdens into a tighter group. By the time the Lurdens could break through the wall, the Guardians, Meridianites, Specialists, and X-Men were all ready to fight. However, the sheer number of Lurdens were soon overpowering the small group. In the sky, the fairies were having little success at taking down the witches. While Layla was easily using Stormy's quick temper to discourage the witch, Icy and Darcy were making extra sure to cover Stormy's mistakes as they were having an easier time handling Bloom and Stella with the extra power Velvel had supplied them.

"That shadow has my sister?" Lillian asked turning to Elyon. Elyon nodded, not able to find words as she watched the Lurdens creep ever closer. Lillian, however, only needed the nod before she decided to take action. Kurt told her that she had mad power, so there was no logical reason not to use it. She looked toward the side of the battle, and decided that it would only take her a few minutes to run around it and then she could use her so-called mad power to attack the shadow herself. The moment Elyon's eyes were off her, Lillian took off running, glad that she was wearing tennis shoes and clothes that allowed for easy movement.

"Lillian, no," Elyon yelled, but the twelve-year-old had no intention of listening. Instead, Elyon took after her, and then Blunk after Elyon to protect her, or attempt to.

"That's right, Dear sister," Phobos murmured to himself, only seeing that his sister was trying to get around the battle. He knew that this would be the one time that he would have the power to defeat his sister, and he intended to use it. When she had successfully rounded the battle, crossing slowly over the rocky stream that served as a minimal defense for the castle, simply to slow down intruders. As soon as she was over, Phobos dove at her.

Elyon yelled as Phobos pushed her to the ground. She looked up only to see the shadow of the cloak. He had completely missed Lillian, and now she was just below where he had been just moments before. She turned to go back after the shadow, but then the door caught her attention, and the whole castle. She wanted to go inside, but knew that it was the home of the evil beings. She couldn't even see in any of the windows. She looked back at the shadow to see that Blunk had crossed the stream now, much to his displeasure, and stood awkwardly to protect Elyon. Lillian turned to go to the castle.

Elyon scrambled to her feet and took to running from the shadow. The shadow turned to go after her, but hadn't gotten more than three feet before Blunk had jumped at the bottom of the cloak. Not taking notice and believing the cloaks power to be stronger, Phobos pursued after his sister. Suddenly, he felt the cloak slide from his shoulders. Elyon's eyes met his, and she stopped running. "Phobos!" she yelled. "I should have known."

"Knowing would not have helped you, sister," Phobos said as a wicked smile crossed his face. "I will still destroy you and all those you call your friends and subjects."

"Blunk think not," Blunk said before grabbing Phobos's leg and sinking his teeth into the evil prince's flesh.

"You shadow master isn't angry with you for failing yet again, is he, Stormy?" Layla questioned. Stormy growled in response. "Then again, you must be used to getting scolded as you are, after all, simply a mess up at everything you try."

"Shut it, you stupid pixie!" Stormy yelled, shooting lightning at Layla, who dodged easily, causing Stormy to strike down several Lurdens.

"There you went and messed up again," Layla said surveying the fallen Lurdens. She dodged as Stormy tried to hit her again and took down a few more Lurdens. "Two words of advice," Layla yelled as she flew along a line of Lurdens, just out of their reach. "Anger Management." At this, Stormy sent a whole tornado at Layla. She out flew it and it sucked up a few smaller Lurdens. "Then again, maybe I should have advised 'target practice'."

Sparks of electric anger were now jumping off of Stormy in her rage. "I'll tear you to pieces, you stupid fairy. Enchantix or not, I will hurt you so that not even your boyfriend will want you back."

Unfortunately, no one else was having the same success as Layla. Stella and Darcy were locked in a battle, Darcy throwing dark energy at Stella and the Solarian Princess throwing sunlight at Darcy so that the darkness and light clashed in midair and they were stuck in a standstill. Icy and Bloom kept throwing attacks at one another that collided in midair and showered sparks and ice shards on the battle below.

As far as the fighting below was going. Caleb, Brandon, and Riven were having the most success at taking down Lurdens, which was not much success at all. Bobby was too enthralled in just joking with the creatures to really be effective at hurting them, the four Guardians were only slightly effective without the Heart to transform them, Amara was too timid to truly show her fighting side even during battle, Matt was mostly dodging or being pushed around, and Kitty and Kurt were more confusing the Lurdens than actually hurting them. Though Kitty would stand as is she was ready to fight right between two Lurdens, when they attacked, they ended up hitting one another as their attacks phased through her. Occasionally, Bobby would ice over the ground under the Lurdens around him and have a good laugh as they all fell down, rather than making sure they stayed down as he should have been doing. When the Lurdens attacked Amara, she'd throw a lava blast at them mostly in defense rather than as a way of attacking, occasionally she'd throw one to help another friend from danger, but that was a rare occurrence. Helia, more opposed to fighting than any of the others, would only attack to defend another or help them out of a difficult situation. Brandon and Riven were finding that fighting the Lurdens was quite a fun and had quickly made the fight a contest to see who could take down the most Lurdens. Unbeknownst to Caleb, they were both keeping track of not only how many they were taking down, but as well as how he was doing, because they wanted to make sure that a boy who had no official training could not outdo them after their years of training at Red Fountain. And Caleb, he, as well as the Guardians, were fighting to get through to Cornelia, rescue the Heart of Kandrakar, and restore Elyon to her rightful place on the throne.

Suddenly, a loud yell broke through the battle. They all looked to see Phobos, his cloak drooping off his shoulders, yelling and pulling Blunk off his leg. "I'll have your head on a platter you stupid Passling!"

"Give him to me to eat," Miranda called jumping from where she had been hiding. After her, Frost on Crimson, The Tracker, Sniffer, Cedric, and several other larger, more talented fighters emerged from hiding, ready to take over the battle.

"Oh no," Drake was the first to spot Elyon surrounded by the evil creatures. "We have to save the queen."

"Leave zat to me," Kurt said and disappeared in a cloud of blue smoke again.

**Bamf!** Before Elyon could fully register what was happening, the blue boy had grabbed her and Blunk and the next thing she knew, she was back where she had been before Lillian had run off and she smelled vaguely of rotten eggs. Then she remembered, "Where's Lillian?"

Lillian, however, had watched the evil creatures emerge, and as soon as they had passed through the area, she had sneaked into where they had been, which she quickly discovered to be some rather roomy quarters made for relaxing and practicing skills. Lillian spotted a door slightly ajar at the far end of the room and ran toward it. She pushed it open to find a long hallway. Knowing that she shouldn't, Lillian began down the hall, further into the castle. She was determined to find her sister.


	6. Velvel's Pet

**Now, I know I beg this before every chapter, but could you please review? Pretty please with sugar on top?**

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Velvel's Pet

"Pull back," Caleb yelled when the evil creatures entered the battle. Even though he wanted more than anything to break through the Lurden army and to save Cornelia, he had to think realistically. They were struggling with the Lurdens. With much more powerful creatures, such as Cedric and Miranda, entering the battle they would need a new battle strategy. The good guys quickly backed away from the battle and regrouped around Elyon.

"We have to escape," Julian said. "We need a new, solid plan."

"We'll make a shield," Bloom said, indicating to herself, Layla, and Stella. The three all started to form a shield when a powerful blast of energy shot them down. The Trix dove at the group, only to be stopped when Bobby finally took things seriously and formed an ice dome over the whole group.

"Are you guys, like, okay?" Kitty asked with concern. There was a loud boom as the ice began to crack.

"We'll manage," Layla said pushing herself to her feet. Brandon set Stella down after having caught her and Will and Taranee helped Bloom to her feet.

"Let's try that again," Bloom said. This time they managed to form a converged shield that held off the evil army, with Bobby helping to reinforce it, while the rest retreated to one of the secrets camps that wasn't in the Infinite City. As soon as the group stopped at the camp and had secured it, Kurt teleported to where the four were growing ever-weaker holding up the shield.

"Grab onto me," Kurt said. "Zis is gonna be a smelly ride."

However, as the three girls were trying to get to him, the Trix broke through the shield. All three dove for Stella. Stella managed to dodge Darcy and Stormy, but was tackled by Icy, who then pulled the scepter from Stella's grip. Before Icy could turn an attack on Stella, Kurt grabbed her and, having the other three holding onto him as well, he teleported to the new camp.

"They got my Scepter," Stella cried once they were in the clear.

"Just great," Riven said annoyed. "Give the evil enemy _another_ powerful weapon to use against us. Bravo, Stella."

"Actually…" Taranee stopped and thought for a moment. "They haven't used anything they've taken against us."

Everyone thought for a moment. "Well, they've been looking for the stone with Elyon's power," Irma said. "So they haven't been able to use that."

"But they didn't use the Heart of Kandrakar, which we saw them take, just now when we battled them," Taranee said.

"They're just weakening us," Will said. "Item by item… person by person."

"Um, where's Lillian?" Helia asked.

Caleb turned to Blunk. "Weren't you keeping an eye on her."

"Little girl wanted to fight shadow," Blunk said timidly. "Queen chase girl and Blunk chase Queen."

"I lost sight of her when Phobos attacked me," Elyon said. "But I don't think that she was captured because I didn't see her struggling or hear her yell."

"This is why I don't put any faith in blondes," Riven said. "Item one," he pointed at Stella who frowned at him. "Item two, that other girl who got captured. Item three, the spunky ten-year-old."

"She's twelve, Riven," Matt said. He had suffered quite a beating not having any powers during the battle and now had a black eye along with bruises and cuts on his body. Will had already had Bobby create a block of ice for his eye and was nursing his split lip.

"You're just bitter because Musa isn't here," Layla snapped at Riven with narrowed eyes.

"And you're celebrating that fact?" Riven asked. Layla scrunched her nose.

"Maybe some time away from you will do her good," Layla said.

"Stop it, you two," Bloom said, but they kept going at it.

"Maybe some time away from you will remind her that she is indeed a girl," Riven said. "Certainly something you seem to forget."

"Oh, you're just jealous that I'm better than you at all your favorite sports," Layla snapped back. "And I'm not surprised, considering how much you suck."

"Stop it!" Will yelled at the two of them. "How do you ever get anything accomplished with you two constantly at one another's throats? You two are always fighting."

"And even when you're not, you making comments about others," Amara said.

"It's almost night fall," Aldarn said changing the topic to something that was relevant. "We have to keep moving because they have the Sniffer on our trail no doubt."

"Let's get moving then," Hay Lin said. She then yawned. "But let's find a place to rest soon. I'm exhausted."

In the castle, Cornelia had found entertainment in playing with a potted plant. Her current plan was to keep a vow of silence against Velvel and all his followers. During her exploration of the castle earlier, she had been severely shocked several times upon coming across Frost, Miranda, and even Phobos once as she was getting a snack.

However, when she heard Velvel's voice, edging on anger, she stopped playing with the plant and looked up to the door. She was in a small study, and figured that no one would try to come in because none of them seemed the most literate, and those that were would probably stick to the books they kept in their own rooms. She was shocked when she saw the doorknob begin to turn.

Instead of Velvel or one of his servants, a girl with white stripes in her brown hair walked in. Her clothes were too small for her and she looked a bit winded. It took the girl a moment to even notice Cornelia.

"Cornelia, what are ya'll doin' in here rather than a dungeon?" Rogue asked.

Cornelia looked at the girl. "Do I know you?" The clothes looked familiar.

"Uh, no," Rogue said. "But Ah know your friend Will."

"Those are her clothes," Cornelia said.

"Yeah," Rogue nodded. "Ah was posin' as her after the fairies spelled me to look like her." She paused a moment. "There were flaws in that plan. We gotta get outta here, Cornelia."

"I know," Cornelia said. "I haven't found any ways out and I've been searching for hours."

"Let's keep searching then," Rogue said. "Sitting here playin' with dirt ain't gonna do any good."

Cornelia sighed and stood up. The two girls listened outside the door, which sounded clear for the moment, so they stepped out.

Lillian had been in the castle for a little more than half an hour when she decided it was way too creepy for her tastes and turned around to make her way back, only to find that the hall she had just come from now was a stone wall. She pushed against it, but it wouldn't budge. "Guess that I don't have a choice now," she said out loud to herself.

When she saw a soft glow, she decided to head toward it. She found only a soft fire in a small, cozy room. There was nothing else in the room. When she turned to leave, a man was standing in the doorway. She shrieked and took a step back.

"Do not be afraid, young one," the man said. His voice was soothing and calmed Lillian's nerves immediately. "I am simply lost in this castle. Maybe you could help me find my way out." He stepped closer to her and Lillian found that she truly enjoyed this man.

"The way I came in closed off behind me," Lillian said to him. She approached him and held out her hand. "My name is Lillian."

"Call me Vel," the man said taking her hand and shaking it. When she let go, he gave her an impressed look. "You've got quite the strong grip."

Lillian beamed at him. "Thank you. You, by chance, haven't seen a girl who looks like me only older and not nearly as cute, have you?"

"Unfortunately I've not seen anyone but you, Lillian," Vel replied. He gazed at her with deep eyes. "Why?"

"My sister was captured and I'm trying to save her," Lillian said.

"Isn't it your older sister's job to protect you?" Vel questioned.

"You'd think," Lillian said rolling her round eyes. "She's not a very good older sister and I don't really like her all that much, but I'm really powerful… or so I'm told."

"You have powers?" Vel asked, looking quite astonished and impressed. "Well, if you show me where you came in from, I might be able to help us get out."

"If I can remember where I came in from," Lillian said. "Follow me, I think it's this way."

Lillian began out the door and turned the way she had come in from. Vel followed her closely, his enlarged canine teeth gleaming as the light hit them.

"Logic says that if we keep turning down new halls we are bound to come across a way out eventually," Cornelia said as they made a turn and found yet another hallway.

"Unless we were teleported in or phased in," Rogue said. "Ah'm startin' ta think that's what happened."

As they continued down the hall, a loud giggle sounded from down another hall. Cornelia and Rogue both stopped. "That sounded like Lillian," Cornelia said as her brow furrowed.

"Ya'll don't think…?" Rogue began before both girls turned into the hall and began to run… or tried to, but as Rogue was in shoes too small for her feet and Cornelia was barefoot and in a long flowing gown, neither of them could move too quickly.

"You're a lot nicer than my sister is, Vel," Lillian said. She came to the wall that had formed behind her earlier. "She doesn't like me very much. She never has."

"Oh, surely you are exaggerating, Lillian," Velvel said to her. "She's your sister. There must be something that she has done to show her love for you."

Lillian let out a bark of a laugh, or, at least as close as a twelve-year-old could. "If you count hiding the fact that I have a ton of power love, then sure. I bet she's just jealous that I'm more powerful than she is."

"She doesn't sound that good, but I've only heard a little about her," Velvel said. He then crouched down so he could Lillian right in the eyes. "I'm sure that you are a spectacular young girl, Lillian."

Lillian nodded. She looked toward the wall they had come to. "There was a hallway here not long ago. This is where I came from."

"With your powers, I believe I can guide you to break the spells so that we may leave this place," Velvel whispered in her ear. Lillian could feel her heart pumping blood through her body. Velvel could sense it. Such a young girl, bound to have sweet blood, as well as powers he couldn't dream of containing. "Pledge your loyalty to me and I can teach you what you need to know to use your powers, Lillian."

"How do I pledge my loyalty to you?" Lillian asked, turning to him. She was completely mesmerized by Velvel. Her stream of thought began to dwindle down only to thoughts of him and how to please him.

"Just allow me to have a small sip of your blood, young one," Velvel said brushing the hair away from the left side of her neck and leaning in close. "You won't even feel it."

"Get away from my sister!" Cornelia's voice rang loudly through the hall.

Lillian snapped from her trance and looked toward where Cornelia had yelled from to see the older girl running down the hall toward her. Lillian took a step toward her, but suddenly felt a powerful grip on her arm and she was pulled back toward Velvel. She could feel his teeth run lightly across her neck. "Just one small sip, Lillian," he whispered in her ear, only now the voice was menacing rather than calming. Lillian struggled, but couldn't get out of his grip.

"No," she yelled and kept struggling. "Let me go, Vel."

"We can make this calm or painful," Velvel hissed in her ear. "Peaceful or life-threatening. It's your choice how it will happen, Lillian, but be sure that it will happen."

"Let her go, Velvel," Cornelia demanded as she approached with Rogue a step behind.

Velvel smiled widely at the two girls. "Why should I?" he asked. "What are you offering me?"

"How about we'll make your death quick and painless rather than slow and torturous," Rogue said as she pulled off a glove.

Velvel laughed loudly. "I have been dead for over three hundred years, girl. It's already been slow and torturous. Now I'm quite enjoying it."

"Take me instead of her," Cornelia said as Velvel leaned his head down to sink his teeth into Lillian's neck. "Promise that you will let her and Rogue go and don't hurt them, and you can have me and I won't even struggle."

"Do you feel that is a fair trade, Cornelia?" Velvel asked. "Your cooperation in exchange for not one, but two treats? After all, whether or not you cooperate, I will have you."

"I won't ever struggle," Cornelia said. "I'll do everything you want me to…. Forever."

"Ain't forever kinda long," Rogue asked.

Velvel smiled. "You have a deal." He let Lillian go. "There, they are both free. Whether or not they ever find their way out is no longer my problem, but you belong to me for all eternity."

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**Once again, Please review.**


	7. Strategy Renewed

**Once again, I'd like to beg for reviews. And, if you're a Winx fan, I have a rather successful Winx Club story called Between Two Times, and I'm currently posting the sequel, if you'd like to check that out.**

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Strategy Renewed

"Hey, this ain't freedom," Rogue yelled as Velvel grabbed Cornelia. "This isn't what Cornelia meant."

"I know," Velvel said stroking her neck. Cornelia cringed. "Careful, Cornelia, or you will be breaking your vow and I will make your sister one of the undead as well."

"Release them from this castle, Velvel," Cornelia pleaded careful not to pull away when she felt his lips near her ear. When he didn't respond, she continued. "Please."

"No," Velvel said. Before Cornelia could ask again, Velvel's teeth sunk into her neck. Cornelia clenched her teeth in pain and tears began running down her face, but didn't try to pull away.

"Stop it!" Lillian yelled. Velvel stared at her as he took another gulp of Cornelia's blood. "I said _stop_!" This time, Velvel was flung backward in a wave of energy released from Lillian and Cornelia dropped to the floor.

Velvel's eyes flashed as he picked himself up, but rather than looking angry, he smiled. "Ya'll had better wipe that smug look off that face, Vampy," Rogue said.

"Why?" Velvel asked and laughed. "Not even a whole minute, and already the vow has been broken. Now, I get all three of you."

"Uh, betta' check again," Rogue said and placed her hands on her hips. "Nowhere, did either of ya'lls say, that Lillian and Ah couldn't fight against you. And ya'll can't even hurt us, so ya'll will just have ta take it."

"Stay away from my sister," Lillian said sitting next to Cornelia.

Velvel smiled. "But, Cornelia does have to do _everything_ I want her to. And right now, Cornelia, I want you to defend me against these two. I want you to fight them. And don't hold back."

A pained look took over Cornelia's face. This decision would be worse. She couldn't hurt her own sister, but if she didn't fight them, then Velvel would be allowed to take them again. Rogue seemed to come to the same conclusions because, before Cornelia could completely pick herself up off the ground, Rogue laid a hand against Cornelia's cheek. "Ah'm sorry, but this way we don't have to fight." Cornelia yelled for a moment as she felt the little strength she had leave her. When she collapsed, Velvel used his tiny bit of power to push Lillian and Rogue away from her, then grabbed her and turned into a dark mist that seeped through the ceiling and out of sight.

"Yo, Velvel," Icy called through the castle when she found he wasn't in his favorite room. "I got the Heart of Solaria for you."

Velvel walked into the room a moment later. He looked at Icy for a moment, then held out his hand. She dropped the ring into his outstretched palm, but the moment it touched him, he cringed and dropped it. He looked at it. "Place it into the chest," he said. "It would seem that I cannot touch it."

Icy dutifully followed his instructions. "Oh, and the sun has fallen. But we've lost the small army we've been fighting."

"If you find them before the sun rises come and retrieve me," Velvel said. "Until then, I am waiting for my dear Cornelia to awaken so that I may turn her."

"And you can't do it while she sleeps because…?" Icy asked.

"She can't struggle in her sleep," Velvel said. "And I want to torture her soul as much as I possibly can."

"That's the way to a girl's heart," Icy rolled her eyes in sarcasm. "Torture her."

"Why do I need her love when I can have her complete devotion to my every whim?" Velvel asked. "Now, be gone."

Caleb rubbed a hand across his face in his stress. Even though it wasn't his shift to guard, Aldarn and Brandon were currently patrolling around the campsite, Caleb could not pull himself to sleep.

"You're worried about your girlfriend, huh," Kitty said walking up to him and handing him a tankard filled with water. "I know how you feel. Rogue is one of my best friends."

"It's not just that," Caleb said staring into the water. "It's my whole life. Cornelia is, well, I love her. And Elyon is my queen, yet couldn't protect her power as well as I should have been able to. I've never lived a stable life, and I was just beginning to enjoy it when this happened."

"I have to wonder what is going through Lance's head," Kitty said. She smiled slightly and giggled. "I have the opposite situation as you. My life was perfectly stable until I discovered I could walk through walls. Since then, it's been this huge adventure."

"Yeah, well, adventure gets old fast," Caleb said. He shook his head. "Especially when you were born for the sole purpose to take down the corrupted ruler of the time."

"You had to have been born for more than that," Kitty said. Caleb shook his head. "What about your girlfriend. You were born to make her happy, and to save her, right?"

"I can't even begin to tell you all the trouble my mother went through to try to take over the universe," Caleb said. "Luckily evil doesn't run in the family."

"Yeah, Kurt's mom is evil as well," Kitty said with a little laugh. "She went through a bunch of trouble to keep Rogue from finding out that she was a mutant, but it didn't work." Suddenly, her eyes lit up in excitement. "Let's save them."

"What?" Caleb asked looking at her.

"Your girlfriend and Rogue," Kitty said. "You, me, and Kurt, we can save them. Kurt can teleport us close to the castle and I can phase us all into the building, through all the walls, and we're sure to find them."

Caleb finally smiled. "We'd need a distraction to keep all the Lurdens away from the castle long enough for us to get in and out."

"And what do you think the rest of these guys will be doing? Sleeping?"

"And we'd have to bring Will too so she can find the Heart of Kandrakar so the Guardians can transform," Caleb continued.

"We can fit her," Kitty said. "Easy. As well as Stella so she can get her scepter, ring thing back."

"Okay, we've got a plan," Caleb said standing up. "What are we waiting for?"

"It's late, Caleb," Kitty said. "They're all resting. How about we wait until just before dawn to wake everyone and discuss the plan."

Caleb twisted his mouth, but nodded. He could live that long. At least now they had a plan.

"I'm really hungry and tired, Rogue," Lillian said as the two continued to walk through the castle halls.

"Ah am too, Lillian," Rogue said. She hadn't found anything but bedrooms and meeting rooms. "But it is too dangerous to sleep now. And Ah doubt ya'll would want what Velvel has in his kitchen."

"Can't we just break a window?" Lillian asked.

Rogue looked at the window next to them. She had noticed that every window had the drapes pulled closed. Rogue grabbed the drapes and tried to pull them open. They wouldn't budge. "If ya'll can open the drapes, be mah guest."

Lillian sighed and turned back down the hall. "I wish that I hadn't followed Napoleon," she said. "Then I wouldn't be in this mess, and Cornelia wouldn't have basically sold herself to that vampire."

"Don't blame yourself, Lillian," Rogue said. "Cornelia would have protected ya'll anyway she could have. Ah think that that witch was searching for ya'll."

"If I'm so powerful, why can't I do anything?" Lillian asked.

"But ya'll did, Lillian," Rogue said. "When Velvel was trying ta drink Cornelia's blood, ya'll forced him ta stop. Ya'll haven't been trained ta use your powers, cause ya'll don't have complete control over them, but ya'll can still use them."

"Is that going to be enough to save Cornelia?" Lillian asked.

"Let's leave the savin' ta the others and concentrate on savin' ourselves first."

"Sounds like a solid plan," Irma said when Kitty and Caleb finished explaining the plan they had come up while the others slept.

"So, just wait until I've sent you all the message," Kitty said as the group began to split up. Elyon, Matt, and Napoleon began to retreat to the Infinite City where they would be safe, while those not sneaking into the castle split into two groups.

"Hey, let's make this a little more interesting," Riven said to Brandon as they walked with their group.

"And how's that?" Brandon asked.

"I think that fighting these things is plenty interesting," Bobby said. "But I'm game."

"Yeah, well, it'd be much more fun if we turned this into a contest," Riven said.

"And, how, exactly, do you plan to do that?" Irma asked with interest.

"Well, the one who takes down the most Lurdens wins a date with one of the Guardians," Riven said.

"And if one of the Guardians win?" Taranee asked.

"Then you win a date with whomever you want to take out," Riven said. "But, I don't think we'll have to worry about that."

"We'll just have to see, Riven," Irma said. "We Guardians are pretty tough."

"It wouldn't be fair if only we know about this," Taranee said. She closed her eyes as she continued to walk and told Hay Lin about the contest. Hay Lin then relayed the message to the rest of her group.

"This will be good," Bobby said as his whole group got into position. He looked over all the morning dew and smirked. He aimed his hands toward the ground and all the dew turned into the morning frost.

"What are you doing?" Irma asked.

"Getting ready to attack," Bobby replied smiling at her. She smiled back at him before turning to the field that would eventually be the battlefield.

**Bamf!** Kurt, Kitty, Caleb, Will, and Stella appeared at the side of the castle. They hid in a bush and Kurt pressed a button, signaling the other X-Men that they were ready. After a few moments, to make sure that no creatures were lurking around the castle, Kitty phased them in.

Bobby took the advantage of knowing first that they could attack. Immediately, perfect Bobby statues appeared all over the area they were in. Several Lurdens spotted them, and attacked, loudly breaking open the ice statues. "By the way," Bobby said, "we can attack." He then began in the direction of the loudest breaking, Irma hot on his heels.

The rest of the group broke up into groups of two to attack the Lurdens. Riven and Brandon were purposely being loud, to pull the Lurdens out of hiding. Now that they were thinking of beating the creatures as a contest and not to protect themselves and others, the boys were having a lot more fun and were much more fluid with their attacks.

Hay Lin and Bloom from the other group found a small, yet impressive group of Lurdens using Hay Lin's ability to hear things from far away as the air carried the sound. Hay Lin turned invisible and stole one Lurden's weapon and turned it on them. While they began backing away from it, talking about a haunted weapon, they didn't realize that Bloom was above them and preparing a very large, very powerful, Dragon Fire attack. They finally noticed her when they were all engulfed in flames.

"Woo Hoo!" Hay Lin cheered turning visible again. "Seven for us!"

"Let's bump up that number a little more," Bloom said.

Helia, Drake, and Aldarn were working together as well. Helia would capture the Lurdens while Drake and Aldarn were taking them out. It was a good system as they were quickly taking out Lurdens, but not really straining themselves.

Irma and Bobby made a very good team. With all the Lurdens they spotted, Irma submerged them in water and Bobby would freeze the water to a point too cold to be broken from inside instantly. Working together, they took out about eight Lurdens in the first two minutes alone.

"Keep up this and we'll run out of Lurdens to freeze," Irma said. "Whatever will we do then?"

"I think that we could come up with a few fun activities," Bobby said winking at her. Irma blushed a little, but smiled at him.

"Unfortunately, you will not be able to do those activities," Icy's voice cut through the air. Irma and Bobby both shot his or her powers at the witch, but as she was the witch of ice, she was still able to break the ice prison they put her in. "That's funny, like my Ice Coffin!"

Immediately, Irma was encased in ice. "Irma!" Bobby yelled. He used his powers to reshape the ice away from her. She shivered, but it had been so brief that she was hardly any colder than if she had felt a cold breeze.

"That wasn't a good idea," Irma said, her eyes growing dark. She immediately began concentrating on Icy's mind. _Fall asleep! Fall asleep! Fall asleep!_

Icy yawned, and Irma smirked. Unfortunately, Icy wasn't completely asleep, and was able to stop herself from falling asleep. "Ice spears!"

Bobby created an ice shield over him and Irma. The spears shattered the shield and Bobby and Irma dove to the ground, covering their heads as ice rained down on them. "Where's Amara when you need her?" Bobby questioned once the ice was finished falling.

"We'll split up here and meet up back outside," Caleb said once they were in the castle. Will, Kurt, and Stella went in search of the Scepter of Solaria and the Heart of Kandrakar while Kitty and Caleb went for Rogue and Cornelia, using Rogue's tracking signal to try to find her. They went down different halls, Will leading her group.

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**It looks like they finally have an upper hand well, except for the whole Velvel basically owning Cornelia. But at least we got good guys into the castle to rescue her.**


	8. A Streak Of Luck

**Sorry for the wait for this chapter, but with school starting, and other fics being worked on, and yada yada yada... Point is, sorry. But, please review. Pretty please with magic on top. Hope you enjoy.  
**

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A Streak of Luck

"This way," Will said turning down a dark hall as she began to pick up speed. Stella and Kurt were right behind her. "I can feel the Heart of Kandrakar isn't far from here."

"I vish I could feel my power," Kurt said. He then shook his head. "No, I can only feel my tail."

"This isn't a time to be telling jokes," Stella said. "Not until we have her Heart and my Scepter back."

"Then you can tell away," Will said. "The Heart is definitely getting closer." She stopped again, then turned down a hallway, not even looking at the other two options. When she began to speed up, Kurt and Stella looked at one another, knowing that either they were getting closer, or Will was crazy.

Meanwhile, Caleb and Kitty were down another hall quietly checking every room. They weren't finding anything that was useful to them. Kitty looked at her locator. "Maybe if I focus in on Rogue's signal…" she said to herself, ignoring Caleb as he continued on. After pressing a few buttons, the small screen showed that Rogue was exactly one level below them. "New plan, Mr. Romantic," Kitty said grabbing his shoulder and then phasing them both down through the floor.

"Kitty? How'd ya'll get in here?" Rogue asked.

"How I always get into places people don't want me," Kitty said with a giggle.

"Have you seen Cornelia?" Caleb asked noticing Lillian.

"Technically, yes," Lillian said before wiping a tear off her face. "Vel took her."

"Who?" Caleb asked.

"The guy that's been runnin' this show," Rogue said.

"What?" Caleb questioned and furrowed his brow. "But, Phobos was under the shadow."

"Durin' the day, maybe," Rogue said. "Velvel, the power behind this all, is a vampire."

"And he's got Cornelia?" Caleb asked loudly.

"Well, standing around certainly isn't going to do anything productive," Kitty said. "Do you have any idea where he might have taken her?"

"Ah got a bit of an idea," Rogue said. "But it's jest a rough guess."

"Well, that's better than nothing," Caleb said. "Let's go."

"Whoa, it's like, just a plain living room," Stella said when Will finally chose a door. "This guy uses too much red in his decorations."

Will, however, never even stopped to look at the room. She just approached the wooden chest. It was shaking as she approached and got closer. The moment her hands touched the wood, the top broke open and the Heart of Kandrakar was floating in mid-air just in front of her face.

"Zat's it?" Kurt asked. "Zat's vhere your powers are from?"

Will didn't answer as she grabbed the Heart. "Guardian unite!" she said. Moments later, she was flying around, transformed as a Guardian.

"Zat vas cool," Kurt said.

"Stella," Will said, reaching into the box and pulling the other objects out. "Your ring, I believe." She tossed the ring to Stella. The Solarian princess caught it and immediately turned it into the scepter. Will held onto Blunk's tooth.

"Onto find the others, right?" Stella said, now with more confidence that she had her scepter back in hand.

"Most definitely," Will said. She looked at the Heart as Stella and Kurt prepared to leave. "Wait… Kurt, can you find Kitty and Rogue with you communicator?"

"I should be able to," Kurt said reaching for his communicator. "Vhy?"

"Cause I can find Cornelia using the Heart," Will said.

"Well, lets get to finding people," Stella said.

Kurt looked at his communicator and smiled. "Kitty just found Rogue. They're a floor below us."

They began running, looking for a staircase. After not finding one, Stella growled. "This is taking too long. Sun Power." She teleported them down to the floor where the others were."

"Miss us?" Will asked when they met up.

"You got the Heart," Caleb said with relief. "But we still need to find Cornelia."

"We've got a tool to," Will said holding the Heart in front of her. "Take us to Cornelia."

The Heart of Kandrakar began floating and leading them to a staircase. They all followed, prepared to fight if Velvel should appear. Rogue explained to Will, Stella, and Kurt about Velvel as best she could.

"Does it count as 'taking Lurdens out' if they're just in a Morfix bubble?" Layla asked Taranee and Amara.

"I don't see why not," Amara said rolling one of the bubbles with a few Lurdens trapped inside. It rolled faster than she had meant to push it and went down a hill. The Lurdens were helpless to stop her and couldn't escape. "They can't hurt us in there."

"Behind you, Amara," Taranee yelled as suddenly cobwebs wrapped around the X-Man.

"You again," Layla growled and attacked Miranda. However, before any damage could be done, Cedric appeared and blocked Layla's attacks and then turned to attacking Layla and Taranee while Miranda went to claim Amara as her prize.

"How I am starving," Miranda said with a smile.

"Too bad for you, then," Amara said as she struggled. When the spider was right on top of her, Amara finally called upon her powers fully and took on her Magma form, incinerating the webs around her. She then blasted Miranda with powerful magma blasts. The spider was thrown backwards several feet.

"Does it count for more if it's one of these creatures?" Amara asked. "Because I'm suddenly feeling very into this attack."

"No," Miranda yelled and took on her other form. She begged, "Please don't hurt me. I'm just a little girl."

"Don't listen to her, Amara," Taranee said as Layla was taking on Cedric. "She's a shape shifter."

Amara nodded and prepared a blast to hit Miranda with. Miranda, knowing she was weaker as a human, turned back into a spider and to run away. Amara blasted the spider, knocking it out before turning to help Layla with Cedric.

"Whoa, Amara," Layla said with a laugh. "You got hot."

"Thanks," Amara said before sending a few magma blasts at the giant snake of Cedric. "Could you wrap up the spider thingy for me by any chance?"

"Consider it done," Layla said flying to the knocked out Miranda.

"Irma!" Hay Lin called when she could see Irma and Bobby. Bloom was battling Stormy not far off. Hay Lin ran to the two and Bloom was right behind her. The four were now cornered by Icy and Stormy.

"Want to switch?" Bloom asked spotting Icy.

"Sounds good," Bobby said.

"Just piss her off and she gets sloppy," Hay Lin said.

"That I can do," Irma said with a smile before sending a stream of water at Stormy.

"Oh, you're going to pay for that!" Stormy yelled. "You've smeared my make-up."

"Believe me, it's an improvement," Bobby said with a smirk.

"And, everyone knows that Burgundy is _so_ last year," Irma said. "Try baby pink." With that, Irma turned Stormy's outfit a pastel pink.

"Oh, no," Stormy yelled. "I look like a fairy."

"I wouldn't get so cocky if I were you," Bobby said. "You're no where near as good looking as any of the fairies I've met."

"Thank you, Bobby," Bloom said from her fight with Icy that was going very well. Hay Lin was using her powers over the wind to deflect all of Icy's shots.

"Come out, come out, wherever you are," Darcy called out as she walked through the forest looking for someone to attack. More than anyone, she was looking for Stella. However, Darcy couldn't find the Solarian princess anywhere. "Where are you, Stella?" She flew up above the battlefield and surveyed it closely. There was no Stella, Will, Caleb, Kitty, or Kurt. "A distraction." She flew towards the castle to warn Velvel.

Cornelia's eyes began to flutter. She recognized the room she was in was the same one she had woken up in earlier. Now, however, she felt completely drained of energy. She noticed a shadow, and tried to pretend she was asleep again.

"I can feel your heart beating faster, Cornelia," Velvel's voice rang from the shadows as he stepped forward. "I know you're awake. I can sense your fear."

Cornelia opened her eyes as she sat up, still weak from Rogue draining her life force. She faced Velvel, but didn't say anything. She knew that if she wanted her sister to be safe, she had to do what he told her to. _I should have made a special clause about waking up_, she thought as she wanted to fall back to sleep more than anything at the moment.

"Now, Cornelia, as your friends are attempting to rescue you, I've decided to turn you into a vampire a little ahead of schedule," Velvel said approaching her.

"I could tell," Cornelia said, remembering how he had bit her earlier.

"And now I am going to finish what I began," Velvel said pulling her hair off one side of her neck. Velvel looked down at Cornelia for a moment before bending forward and kissing her passionately. Cornelia was surprised and shocked. Velvel then quickly went for he neck. Just as his teeth touched her flesh, the door flung open.

"Git away from her, Velvel," Rogue yelled.

Cornelia's eyes widened as she saw, not only Rogue and Lillian, but Will, Caleb, Stella, and two others in the doorway. "Caleb!" Cornelia shouted. But before she could react, she felt Velvel's teeth sink into her and screamed.

"Cornelia," Caleb shouted, fear coursing through his body.

"I got her," Kitty yelled jumping into action. She jumped through Velvel and, upon touching Cornelia's shoulder, phased her away from the vampire.

"Mah turn," Rogue said pulling a glove off and jumping at Velvel. However, as Rogue had never touched a vampire, she didn't really consider the fact that vampires have no life force to steal. When she grabbed the vampire, nothing happened to him, but Rogue was thrown back and felt weak, as if her powers had back-fired on her completely.

"I'll take care of this," Stella said pointing her scepter at Velvel.

"No you won't," Darcy's voice yelled and she blasted those still in the hall out of the doorway.

"Come on, Cornelia," Kitty said pulling her through the wall. Rogue followed them out of the room using the door. Velvel, of course, pursued them.

"I just want to get out of here," Cornelia said.

"Good," Kurt said grabbing onto her, Kitty, and Rogue, then disappeared in a puff of smoke and a **Bamf!** They landed outside, not far from the castle gates. "Stella's bringing ze others."

A moment later, a flash of light brought Will, Stella, Caleb, and Lillian right next to the first group. Immediately, Will and Caleb ran to Cornelia to make sure she was okay. Once she assured them that she was perfectly okay, well, for the most part, Will stood up. "Guardians unite!" she said. Cornelia transformed into her Guardian form.

"That is, like, so cool," Kitty said when Cornelia, Will, and Stella were all hovering just above the ground. She reached down to help Rogue up, but noticed something. "Look, what's that?" She pointed toward a shine that was barely visible through the grass and dirt.

"It looks like a chain," Lillian said unimpressed. Kitty picked it up, and immediately Caleb, Will, Cornelia, and Rogue (with Will, Cornelia's, and Velvel's memories) recognized the stone at the end.

"Elyon's power!" they all shouted.

"You girls go fight," Caleb said. "Can I have Blunk's tooth so that I can get this to Elyon?"

"Here you go," Will said handing the tooth to Caleb.

"Take Lillian with you," Cornelia said before kissing Caleb's cheek.

"But I can help," Lillian argued. "Kurt says I have mad power."

"You do, Lillian," Cornelia said lowering herself to her sister's height. "But you don't know how to use it yet." She smiled at her sister. "I promise that Elyon will teach you to use your power after we've defeated Velvel and then, next time there is a danger, you can help."

Lillian crossed her arms. "Fine," she said. Caleb cut a fold in the air and he and Lillian both stepped through.

"Now we get to go," Will said. She, Cornelia, and Stella took to the air while Kurt teleported himself, Kitty, and Rogue to the battle.

Taranee, Amara, and Layla were all trying their hardest to fight off Frost, but Taranee's powers just weren't strong enough, and Layla's water attacks and Amara's lava attacks sort of clashed poorly, making them much less effective. Frost, riding on Crimson's back, charged at the girls. They were ready to turn and run when the ground right in front of Crimson shot up into a wall that the creature crashed into and vines wrapped around Frost. "Miss me?" Cornelia asked from above.


	9. All But the Vampire

**Aren't you surprised! I actually got another chapter of this story up! Yeah, I've been more focusing on my Winx Club stories. Anyway, this will have probably only one more chapter after this. Hope you enjoy. And please don't forget to review!**

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All But the Vampire

"Where are Hay Lin and Irma?" Will asked Taranee as now three guardians were in the air. Layla had put Frost and Crimson into a Morfix prison to keep them from trying to hurt anyone else.

"I'm not positive," Taranee said. "Let me call them." Taranee closed her eyes. _Irma, Hay Lin, can you hear me?_

_Read you loud and clear_, Irma's respond came first. _What's the deal?_

_Where are you?_

_Just look for where the ice and storm clouds are,_ Hay Lin responded.

"The storm," Taranee said pointing toward the storm clouds in a small area.

"They must be fighting Stormy," Stella said.

"And Icy," Taranee said noticing the tower of ice that appeared.

"Let's get to them, then," Layla said and began to fly before the others.

On the ground, Amara hesitated to call their attention to her and they flew off without her. She then sighed and took off after them running as fast as her legs would take her. Not surprisingly, she fell behind.

**Bamf!** Riven heard a noise behind him and spun to face who was behind him. His phantoblade would have sliced through Kitty had she not phased.

"Watch it, will you?" Kitty said looking at the purple blade in her stomach before Riven retracted the blade.

"Sorry," he mumbled.

"So, since you're here, I'm assuming that the mission was successful," Brandon said approaching from the other side of the clearing.

"As successful as an escape from a vamp can be," Rogue said tugging at the too short sleeves of the shirt she was wearing still.

"A vamp?" Brandon asked. "As in a vampire?"

"That's the only type of 'vamp' Ah know of," Rogue said.

"What would a vampire want with Stella's ring?" Brandon questioned.

"Uh, to keep her from using it against him," Riven said. "That wasn't hard to figure out."

"Yeah, sun kills vampires, so a ring that can create sunlight would not be a very happy welcoming gift," Kitty said.

"Let's go find some more Lurdens or something to fight," Riven said getting a bit impatient. "I can't sit around for too long without going mad."

"I think I know exactly where we can find someone to fight," Brandon said motioning to the storm clouds that were forming not far off. "I'll be damned if that's not a result of a very annoyed Stormy."

"And the ahce(ice) towahs(towers) have got ta be from Ahcy," Rogue said.

"And where you can find Icy and Stormy, you can find Darcy," Riven said as a smirk spread across his face. "And there is a showdown between me and her that has been put off for way too long. Let's get moving."

**Heatherfield:**

Lillian and Caleb appeared in Cornelia's bedroom after jumping through the fold. Lillian found this quite interesting, considering that she was with her sister's boyfriend.

"Done this before?" Lillian asked.

"Uh, yeah, why?" Caleb asked, not catching Lillian's drift.

"I'm not sure how my dad would feel about you jumping into Cornelia's bedroom from another world all the time, Caleb," Lillian said. "People might get the feeling that you two are up to some, as my grandfather would say, shenanigans."

"Shenanigans?" Caleb asked.

Lillian sighed. Caleb, no matter how brave and handsome, would never completely understand Earth. "People might think that you're having sex," Lillian stated it plainly. She then smiled as a blush covered Caleb's cheeks. "Are you?"

"Wha—no!" Caleb almost stumbled but caught himself.

"Yes you are!" Lillian yelled and pointed a finger in his face.

"I have to go," Caleb said and opened another fold, jumping back into Meridian.

Lillian crossed her arms as the fold disappeared. There was no way she was going to sit around while Cornelia and her friends saved the world.

**Meridian:**

"Face it, Icy," Bloom yelled blocking some ice spears with a fire shield. "No matter how hard you try, you're never going to beat me in the end."

"We'll see about that, Bloom," Icy replied swooping down below the shield and shooting more spears.

Hay Lin on the ground saw this and created the strongest wind she could to blow them off course. However, it wasn't quite strong enough and the spears were headed straight at Bloom. Bloom flinched, but several fireballs flew past her, knocking the spears down.

"Don't think you can keep getting away with that," Taranee said from above. Hay Lin, Icy, and Bloom all looked up to see Stella, Layla Will, Cornelia, and Taranee floating above them.

"Now that we know what you've got in store for us, and we're going to beat you," Will said. "Guardians Unite!"

With that Hay Lin smiled and took up her guardian form as well. "Let's see you try to hit me with your ice spears now," Hay Lin said to goad Icy on. It worked as Icy began shooting Ice at the four present guardians and fairies. With their full magic back, dodging the spears was easy. After a moment, Hay Lin begun to spin, sucking all the spears into a tornado. Hay Lin then aimed the spears right back at Icy. As the spears were her strongest weapons, when the spears struck her, she fell down, defeated.

"And this time, stay down," Layla said forming a strong Morfix prison for Icy.

Just then a thunderclap sounded and threw all those flying to the ground.

"That must have been Stormy," Stella said.

"Then let's go pay her a visit," Cornelia said.

"And we'll find Irma there as well, so we can get her into proper guardian form," Will agreed.

"Let's go!" Bloom yelled and began leading the way to the dark storm ahead.

"Get comfortable, Icy," Layla said. "That prison can withstand anything you can throw at it."

"I'll get you for this, you fairies!"

"As a side note," Hay Lin said with a smile. "We're Guardians, not fairies."

Kitty, Brandon, Riven, Kurt, and Rogue were running toward the storm when they were cut off by Phobos and an army of Lurdens. "I hate to break up the marathon, but you're not going anywhere."

"Ve can avoid zis easy," Kurt said holding out his arms for others to grab onto.

"Ah, but then you'll just be leaving your friends for death," Phobos said moving to the side to show Helia, Drake, and Aldarn were all captured and tied to a tree. "And with a signal from me, they die!"

"No!" Brandon yelled and charged at Phobos with his long sword. Phobos threw out a hand, knocking Brandon back into the group.

"That's it," Riven growled. "You're making me angry!" He activated a shield and charged at Phobos as well, blocking an energy attack.

"Kurt, Kitty," Rouge yelled out instructions. "Git the boys free."

"On it," Kurt said and disappeared in a cloud of blue, sulfurous smoke. Kitty sank into the ground.

Phobos let the Lurdens take care of Brandon, Riven, and Rogue as he went to make sure that Kitty and Kurt didn't free his prisoners. As Kurt's cloud of smoke appeared, Phobos shot an energy blast at the elf and knocked him away from the three prisoners. He then waited for Kitty to appear.

When she did, he hadn't expected her to come up through the ground. However, he quickly caught his bearings and threw his arms up, ripping the tree up by its roots so that it was floating a good five feet above Kitty's reach.

"How are we supposed to fight this guy?" Kitty questioned as she dodged a Lurden's club.

"You're not supposed to," Elyon's voice ripped through the battle. "I am." Phobos turned around to see Elyon, Caleb, Jullian, and Matt, all ready to fight along with a dozen other men ready to fight, with Blunk, Napoleon, and Mr. Huggles in the background. Elyon threw her arms forward, knocking Phobos out of the air, then used her powers to ease the tree with the prisoners back to the ground, where Caleb quickly cut through the rope, freeing them.

"Now, let's take down these Lurdens," Caleb instructed the men.

"Now I guess it's our turn to have some fun as well," Kitty said as she phased a Lurden into the ground.

The fairies and transformed guardians arrived at the scene of the fight between Bobby/Irma and Stormy and had trouble holding in their laughter. Stormy was sopping wet, had icicles in her hair, which was more wild than it usually was, and her clothes were a variety of pastel colors and bright pinks. Granted, Stormy was now using her strongest attacks to break through the ice shield Bobby had formed.

"Get out here you coward!" Stormy yelled. "Attacking me like that is going to get you killed, so get out here and face your fate."

"You're the one attacking two people without magic, might I remind you," Bobby yelled when the ice shattered with one of Stormy's attacks. "Plus, you have to say that you've never looked quite how you look right now."

"Stuff it!" Stormy yelled shooting a tornado attack at him. Just as Bobby was losing grip on the tree he grabbed onto, the tornado stopped. The reason, Hay Lin used her powers to defer it.

"About time you arrived," Irma said.

One final time, Will held out the Heart and said her favorite catch phrase. "Guardians Unite!"

"Much better," Irma smiled. She then turned to Stormy. "Hey, Bobby, think you can match the rate of water you can freeze to the amount of water I can create?"

"Only one way to find out," Bobby said with a smirk.

The two both held out their hands and Irma began to draw all the water in the area around Stormy while Bobby froze it. Soon, Stormy was frozen within a block of ice even Icy would have found too much.

"Now, to find the others," Bloom said, satisfied with Stormy's current prison.

As they were flying off, and Bobby was using his ice bridge, they noticed a collision of energy and Phobos and Elyon fly straight up out of the forest. "Well, that answers where we need to go," Irma said as they all altered their path slightly.

As they were approaching, Phobos hit Elyon and the girl began to fall to the ground. Acting quickly, Cornelia had the trees catch the falling queen and Hay Lin sped up and made sure that Elyon wasn't hurt. Will, Bloom, Stella, and Layla all flew up and surrounded Phobos.

"Bad move, Phobos," Will said. "We will not forgive you. Quintessence."

"Dragon Fire."

"Sun Beam!"

"Morfix!"

The four attacks collided right where Phobos was and the man was left in tattered clothes and barely able to keep in the air.

"Even that couldn't take me down," Phobos said, though he was in evident pain.

"We have one more trick up our sleeve," Bloom said. "Girls ready?"

"Ready," Layla and Stella said together.

"Enchantix convergence!" This time, Phobos went down, and hard. All the girls landed just as the last of the Lurdens were defeated.

"So it looks like we just have that vampire left to take out," Will said.

"Not quite," a voice said from above. Everyone looked up to see Darcy, and she was holding a passed out Amara in front of her as a shield.

"Hey, what did you do to Amara?" Bobby yelled.

"I just hit her with a tiny spell," Darcy said. "After all, you left her so easy to pick of, alone and lost in the forest." Taranee and Layla looked at one another. They had been with her through the beginning of the battle.

"You are such a coward, Darcy," Bloom yelled.

"I prefer to think of myself as smart," Darcy said. "And now, to take care of all of you…"

"Amara, wake up!" Kitty yelled.

"Don't even try, tiny girl," Darcy said with a laugh. "She's in a deep sleep."

"Let her go!" Irma said. Darcy began to laugh even harder, but Irma focused on Darcy's mind. _Let her go! Let her go! Let her go! Let her go!_

Knowing exactly what Irma was trying to do, Taranee mentally told everyone to get ready. Hay Lin, invisible, managed to fly up right below Darcy without the witch realizing and was ready to catch Amara and fly to safety while Cornelia, Will, Taranee, Bloom, Stella, Layla, Bobby, and Elyon were all ready to fire attacks. The moment Irma's mind control worked and Darcy let Amara go, Hay Lin grabbed the falling X-Man and flew way out of the way as attacks flew up at Darcy, knocking the witch down and out. She fell right on top of Phobos, and Layla locked the two in a Morfix prison.

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**Once again, I'd love a few reviews! Please, please, please. **


	10. AN

**I believe that it is only fair to warn you that updates will become less frequent. I have mono and need to focus on sleeping, and school work. Thank you.**

**After I have recovered, hopefully I'll be able to have start posting the sequel to Light in the Darkness. It is tentatively called Fairy of Darkness, Witch of Nature.**

** Thank you for bearing with me.**

**JAF **


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